Authority to Enter. Noncontravention. Purchaser has full right, authority, power and capacity: (i) to enter into this Agreement and each closing document to be executed and delivered by or on behalf of Purchaser pursuant to this Agreement; and (ii) to carry out the transactions contemplated hereby and thereby. This Agreement and the closing documents executed and delivered by or on behalf of Purchaser constitute, or when executed and delivered will constitute, the legal, valid and binding obligation of Purchaser, each enforceable against Purchaser in accordance with their respective terms, except as the same may be limited or affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditor's rights and remedies generally, or by equitable principles, including principles of commercial reasonableness, good faith and fair dealing (whether applied in a proceeding at law or in equity). To Purchaser's actual knowledge, the execution, delivery and performance of this Agreement and the closing documents does not and will not violate any term, conditions or provisions of or constitute a default under any bond, note or other evidence of indebtedness or any contract, lease or other instrument, to which Purchaser is a party or requires Purchaser to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that will not be obtained or made prior to the Closing.
Appears in 2 contracts
Sources: Sale Agreement (Atlas Financial Holdings, Inc.), Sale Agreement (Atlas Financial Holdings, Inc.)